NextPlat Announces Results of Annual Meeting of Stockholders

Rhea-AI Summary

NextPlat Corp (NASDAQ: NXPL) announced the results of its Special Annual Meeting of Stockholders held on September 13, 2024. Shareholders approved all proposals, including the Business Combination with Progressive Care Inc. (OTCQB: RXMD). The merger is expected to close on October 1, 2024, subject to additional closing conditions. Under the agreement, Progressive Care shareholders will receive 1.4865 newly issued shares of NextPlat common stock for each share of Progressive Care stock they own. The exchange will be automatic for shares held in brokerage and retirement accounts, while physical stock certificate holders should contact NextPlat's transfer agent for instructions.

Positive

• Shareholders approved the Business Combination with Progressive Care Inc.
• The merger is expected to close on October 1, 2024, expanding NextPlat's business operations
• Progressive Care shareholders will receive 1.4865 newly issued shares of NextPlat common stock for each share they own

Negative

• The issuance of new shares for the Business Combination may lead to dilution for existing NextPlat shareholders

Insights

Financial Analyst

The approval of NextPlat's merger with Progressive Care marks a significant strategic move in the e-Commerce and healthcare sectors. This consolidation could potentially strengthen NextPlat's market position and diversify its revenue streams. The 1.4865 share exchange ratio suggests a premium valuation for Progressive Care, indicating NextPlat's confidence in the acquisition's value.

Investors should note the dilutive effect on existing NextPlat shareholders, as the issuance of new shares will exceed 20% of current outstanding stock. However, this dilution may be offset by potential synergies and growth opportunities. The October 1, 2024 closing date provides a clear timeline for market participants to adjust their positions accordingly.

Market Research Analyst

This merger represents a strategic convergence of e-Commerce and healthcare, potentially positioning NextPlat to capitalize on the growing trend of digital health solutions. The market's reaction to this news will be important to watch, as it may signal investor confidence in the combined entity's future prospects.

The approval by shareholders of both companies indicates strong support for the merger strategy. However, the success of this venture will largely depend on how effectively NextPlat can integrate Progressive Care's operations and leverage its healthcare expertise. Investors should monitor post-merger performance metrics closely to gauge the realization of anticipated synergies.

Legal Expert

The shareholder approvals for the merger and the issuance of new shares demonstrate compliance with corporate governance standards and Nasdaq listing requirements. This transparency and adherence to regulatory procedures reduce legal risks associated with the transaction.

Investors should be aware that the merger's closing remains subject to additional conditions, which introduces some uncertainty. The automatic share exchange for brokerage accounts simplifies the process for most shareholders, but those holding physical certificates should act promptly to ensure a smooth transition. This proactive approach to shareholder communication may help mitigate potential legal challenges related to the share exchange process.

Business Combination with Progressive Care Inc. Approved with Anticipated Closing Date of October 1, 2024

COCONUT GROVE, Fla., Sept. 16, 2024 /PRNewswire/ -- NextPlat Corp (NASDAQ: NXPL, NXPLW) ("NextPlat" or the "Company"), a global e-Commerce provider, today announced the results of the Company's Special Annual Meeting of Stockholders ("the Annual Meeting") held on September 13, 2024.

At the Annual Meeting, shareholders were asked to vote on six proposals, the most notable being the following:

1. A proposal to approve and adopt the Merger Agreement and Plan of Reorganization pursuant to which Progressive Care Inc. (OTCQB: RXMD) ("Progressive Care"), a controlled subsidiary of the Company, would become a wholly-owned subsidiary of the Company (the "Business Combination"), and the transactions contemplated thereby;
2. A proposal to approve, for purposes of complying with Nasdaq Listing Rules 5635(a), the issuance of more than 20% of the Company's issued and outstanding shares of common stock in connection with the Business Combination;
3. A proposal to elect eight Board nominees to the Board of Directors of the Company;
4. A proposal to ratify the appointment of RBSM LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024; and
5. A proposal to approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the joint proxy statement/prospectus filed by the company with the U.S. Securities Exchange Commission on August 6, 2024.

Shareholders approved all of the proposals considered at the meeting, including the Business Combination.

Additionally, at a special meeting of Shareholders of Progressive Care held on September 13, 2024, the Progressive Care shareholders also approved the Business Combination.

The Company expects the closing of the Business Combination to occur on October 1, 2024, subject to the satisfaction of additional closing conditions, at which point, Progressive Care's common stock will cease to be outstanding and Progressive Care will become a wholly-owned subsidiary of the Company.

Under terms of the Merger Agreement, Progressive Care shareholders will receive 1.4865 newly issued shares of NextPlat common stock for each share of Progressive Care common stock they own immediately prior to the effective time of the Business Combination. The exchange of shares will be conducted automatically for shares of Progressive Care common stock held in brokerage and retirement accounts. All Progressive Care shareholders who hold physical stock certificates are requested to promptly contact NextPlat's transfer agent, Equity Stock Transfer, for transfer and delivery instructions. Equity Stock Transfer can be reached at 237 W 37th St, Suite 601, New York, NY 10018 or via telephone at 917-746-4597 and e-mail at info@equitystock.com.

The final voting results are available in the Current Report on Form 8-K filed by NextPlat Corp on September 16, 2024, available at www.sec.gov and on the Company's website.

About NextPlat Corp
NextPlat is a global e-commerce platform company created to capitalize on multiple high-growth sectors and markets including technology and healthcare. Through acquisitions, joint ventures and collaborations, the Company intends to assist businesses in selling their goods online, domestically, and internationally, allowing customers and partners to optimize their e-commerce presence and revenue. NextPlat currently operates an e-commerce communications division offering voice, data, tracking, and IoT products and services worldwide as well as pharmacy and healthcare data management services in the United States through its subsidiary, Progressive Care Inc. (OTCQB: RXMD).

About Progressive Care
Progressive Care Inc., through its subsidiaries, is a Florida health services organization and provider of Third-Party Administration (TPA), data management, COVID-19 related diagnostics and vaccinations, 340B contracted pharmacy services, prescription pharmaceuticals, compounded medications, provider of tele-pharmacy services, the sale of anti-retroviral medications, medication therapy management (MTM), the supply of prescription medications to long-term care facilities, and health practice risk management. Progressive Care, Inc. became a subsidiary of NextPlat Corp on July 1, 2023.

Media and Investor Contact for NextPlat Corp:
Michael Glickman
MWGCO, Inc.
917-397-2272
mike@mwgco.net

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SOURCE NextPlat Corp.

FAQ

When is the expected closing date for NextPlat's (NXPL) merger with Progressive Care?

The expected closing date for NextPlat's (NXPL) merger with Progressive Care is October 1, 2024, subject to the satisfaction of additional closing conditions.

What is the share exchange ratio for Progressive Care shareholders in the NextPlat (NXPL) merger?

Progressive Care shareholders will receive 1.4865 newly issued shares of NextPlat (NXPL) common stock for each share of Progressive Care common stock they own immediately prior to the effective time of the Business Combination.

When was NextPlat's (NXPL) Special Annual Meeting of Stockholders held?

NextPlat's (NXPL) Special Annual Meeting of Stockholders was held on September 13, 2024.

What proposals were approved at NextPlat's (NXPL) Annual Meeting?

Shareholders approved all proposals at NextPlat's (NXPL) Annual Meeting, including the Business Combination with Progressive Care, the issuance of more than 20% of the Company's shares, election of Board nominees, appointment of RBSM LLP as the independent auditor, and executive compensation.